Exhibit
10.5




AMENDMENT #5 TO

AGREEMENT AMONG THE ATTORNEY GENERAL OF THE STATE
OF NEW YORK, THE SUPERINTENDENT OF INSURANCE OF THE STATE OF NEW YORK, THE
ATTORNEY GENERAL OF THE STATE OF CONNECTICUT, THE ILLINOIS ATTORNEY GENERAL,
THE DIRECTOR OF THE DIVISION OF INSURANCE, ILLINOIS DEPARTMENT OF FINANCIAL AND
PROFESSIONAL  REGULATION, AND AON
CORPORATION AND ITS SUBSIDIARIES AND AFFILIATES (COLLECTIVELY “Aon”) DATED MARCH 4,
2005 (hereinafter, the “Settlement Agreement”)




WHEREAS, pursuant to paragraph 38 of the
Settlement Agreement, the parties recognize that Aon has the right to request
that the parties modify the Settlement Agreement if compliance with any aspect
of the Settlement Agreement proves impracticable; and


 


WHEREAS, the parties have agreed to amend the
Settlement Agreement to permit Aon to engage in certain business practices,
consistent with the terms and conditions of the Settlement Agreement;


 


NOW THEREFORE, the parties hereby agree that
the Settlement. Agreement shall be clarified and amended as follows:


 


1                                        Paragraph
8 of the Settlement Agreement is hereby amended, such that the first and second
sentences shall be amended to read as follows:


 


“ln connection with its insurance brokerage,
agency, producing, consulting and other services in placing, renewing,
consulting on or servicing any insurance policy, Aon shall accept only: a
specific fee to be paid by the client; a specific percentage commission on
premium to be paid by the insurer set at the time of purchase, renewal,
placement or servicing of the insurance policy; a specific fee for service(s) to
be paid by the insurer set at the time of purchase, renewal, placement or
servicing of the insurance policy; or a combination of fee and commission. Aon
shall accept no such commissions or fees unless, before the binding of any such
policy, or provision of any such service; (a) Aon in plain, unambiguous
written language fully discloses such commissions or fees in either dollars or
percentage amounts, and the specific nature of each service for which fees are
to be received; and (b) the U.S. client consents in writing.”


 


2.                                       Paragraph
15 of the Settlement Agreement is hereby amended in its entirety to read as
follows:


 


“15. Aon in placing, renewing, consulting on
or servicing any insurance policy shall in writing: a) prior to binding,
disclose to each client all quotes and indications sought and all quotes and
indications received by Aon in connection with the coverage of the client’s
risk with all terms, including but not limited to any Aon interest in or
contractual agreements with any of the prospective insurers, and all
Compensation to be received by Aon for each quote, in dollars if known at that
time or as a percentage of premium if the dollar amount is not known at that
time, from any insurer or third party in connection with the placement,
renewal, consultation on or servicing of insurance for that client; b) provide
disclosure to each client and obtain written consent in accordance with ¶ 8 of
this Agreement for each client; and c) disclose to each client at the end of
each year all Compensation received during the preceding year or contemplated
to be received from any insurer’or third party in connection with the
placement, renewal, consultation on or servicing of that client’s policy,
provided that the Superintendent, the New York Attorney General, the
Connecticut Attorney General, the Illinois Attorney General and the Director
may modify or limit such annual disclosure requirements in order to reduce
unreasonable administrative burden upon Aon. The parties agree that this
Paragraph shall not apply to MGA Compensation.”


 


3.             Paragraph 24 of the
Settlement Agreement is hereby amended in its entirety to read as follows:


 

















 


“24. The Board of Directors of Aon
Corporation shall file annual reports with the Superintendent, the Connecticut
Department of Insurance and the Director on compliance with the standards of
conducting regarding Compensation arrangements for five (5) years
commencing in December 2005, which shall also include the amount of each form
of Compensation received by Aon from each insurer with which it placed
insurance during the preceding year, provided that the Superintendent and the
Director may modify or limit such annual report requirements in order to reduce
unreasonable administrative burden upon Ann.”


 


4.             This amendment may
be executed in counterparts.


 


WHEREFORE, the following signatures are
affixed hereto on this 22nd day of August, 2007.


 


	
  ANDREW CUOMO

  	
   

  	
  ERIC DINALLO

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ 

  	
   

  	
  /s/ [ILLEGIBLE]

  
	
  Attorney General of the

  	
   

  	
  Superintendent of Insurance

  
	
  State of New York

  	
   

  	
  New York State Insurance Department

  
	
  120 Broadway, 25th Floor

  	
   

  	
  25 Beaver Street

  
	
  New York, NY 10271

  	
   

  	
  New York, NY 10004

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  RICHARD BLUMENTHAL

  	
   

  	
  PEOPLE OF THE STATE OF ILLINOIS

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Richard Blumenthal

  	
   

  	
  /s/ Lisa Madigan

  
	
  Attorney General of the

  	
   

  	
  by:

  	
  Lisa Madigan

  
	
  State of Connecticut

  	
   

  	
   

  	
  Attorney General of the

  
	
  55 Elm Street

  	
   

  	
   

  	
  State of Illinois

  
	
  Hartford, CT 06171-0120

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DEPARTMENT OF FINANCIAL AND 

  PROFESSIONAL REGULATION OF 

  THE STATE OF ILLINOIS;

  	
   

  	
   

  	
   

  
	
  DEAN MARTINEZ, SECRETARY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DIVISION OF INSURANCE

  	
   

  	
  AON CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Michael. T. McRaith

  	
   

  	
  /s/ D. Cameron Findlay

  
	
  Michael. T. McRaith

  	
   

  	
  by:

  	
  D. Cameron Findlay

  
	
  Director

  	
   

  	
   

  	
  Executive Vice President and

  
	
   

  	
   

  	
   

  	
    General Counsel